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Exhibit 5.3
[Letterhead of Debevoise & Plimpton]
July 17, 2000
RSL Communications PLC
RSL Communications, Ltd.
RSL COM U.S.A., Inc.
c/o 810 Seventh Avenue, 39th Floor
New York, New York
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to RSL Communications PLC, a company
organized under the laws of Wales and Great Britain ("RSL PLC"), RSL
Communications, Ltd, a company organized under the laws of Bermuda ("RSL COM"
and RSL COM U.S.A., Inc., a Delaware corporation ("RSL USA," and together with
RSL PLC and RSL COM, the "Companies"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-4 (as amended, the "Registration Statement") relating to the proposed
exchange of up to $100,000,000 aggregate principal amount of its 12-7/8% Senior
Dollar Notes due 2010 (the "New Dollar Notes") and up to (Euro)100,000,000
aggregate principal amount of its 12-7/8% Senior Euro Notes due 2010 (the "New
Euro Notes" and together with the New Dollar Notes, the "New Notes"),
respectively, for $100,000,000 aggregate principal amount of its outstanding
12-7/8% Senior Dollar Notes due 2010 (the "Existing Dollar Notes") and
(Euro)100,000,000 aggregate principal amount of its outstanding 12-7/8% Senior
Euro Notes due 2010 (the "Existing Euro Notes" and together with the Existing
Dollar Notes, the "Existing Notes"). All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Dollar Note Indenture
(the "Dollar Note Indenture"), dated as of February 22, 2000, as amended, by the
Companies to the Chase Manhattan Bank, as trustee and the Euro Note Indenture
(the "Euro Note Indenture" and together with the Dollar Note Indenture, the
"Indentures") dated as of February 22, 2000, as amended, by the Companies to the
Chase Manhattan Bank, as trustee.
RSL Communications, Ltd.
July 17, 2000
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinions expressed below.
We are of the opinion that, when the Registration Statement has become
effective under the Act and the New Notes, when duly executed and delivered,
shall have been issued and exchanged for the Existing Notes in the manner
described in the Registration Statement and in accordance with the Indentures,
the New Notes will be validly issued and will be valid and legally binding
obligations of the Companies, enforceable against the Companies in accordance
with their terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally or by general principles of equity (regardless of whether such
enforceability is considered in an action at law or in equity).
We express no opinion as to the effect of any Federal or state laws
regarding fraudulent transfers or conveyances. As to as to matters governed by
the laws of England and Wales or the laws of Bermuda, we have relied on the
legal opinions delivered to the Companies by each of Field Fisher Waterhouse and
Conyers Dill & Pearman, the counsels to the Companies in the United Kingdom and
Bermuda, respectively, each dated of even date herewith.
We express no opinion as to the laws of any jurisdiction other than the
Federal laws of the United States, the laws of the State of New York and the
corporate laws of the State of Delaware.
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We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the headings "Legal Matters" in the
prospectus set forth therein. In giving such consent, we do not hereby concede
that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Debevoise & Plimpton
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